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Maggie Jones (hereinafter called “the First Party”)
Campbell Jamieson (hereinafter called “the Second Party”)
WHEREAS the Parties hereto have agreed to carry on business together in partnership as Jones & Jamieson Associates THEREFORE the Parties AGREE:-
ONE The Parties shall carry on the business of an advertising agency in partnership under the firm name of Jones & Jamieson Associates and/or elsewhere as may be agreed.
TWO The partnership shall commence on 21st March 2014 and subject to the provisions hereof, shall continue thereafter until dissolved by written notice of THREE (3) years given by any partner to the other partners.
THREE The capital of the partnership shall be such sums contributed by the partners in such proportions as may be agreed by the partners from time to time and the respective contributions of the partners to capital shall be credited in the books and accounts of the partnership. Each partner shall maintain at credit of his capital account at least such sum as the partners shall mutually agree so that the total at credit of the capital accounts of the partners shall be adequate for the efficient conduct of the business. Interest shall be payable on the sums standing to the credit of the capital account of each partner at the end of each year at the rate of TWO AND A HALF PERCENT (2.5%) above Bank of England base rate per cent per annum or such other rate as shall be mutually agreed from time to time but shall be calculated and become payable only upon completion of the annual accounts of the partnership. Interest on capital shall be credited to the capital account of the partners before the profit for the year is ascertained.
FOUR The First Party shall be entitled to SIXTY PERCENT (60%) of the profit of the partnership and shall bear SIXTY PERCENT (60%) of any losses, and the Second Party will be entitled to FORTY PERCENT (40%) of the profit of the partnership and shall bear FORTY PERCENT (40%) of any losses after the allocation of partners salaries which will be agreed annually and may vary from year to year. The partners shall be entitled to draw in anticipation of profits such amounts and at such times as the partners may mutually agree.
FIVE Proper books shall be kept in which all financial transactions of the partnership shall be entered and the books shall be brought to a balance on the 31st January in each year. A Balance Sheet as at that date with Profit and Loss Accounts for the period to that date shall be prepared and audited by Findlay & Company, Chartered Accountants, 11 Dudhope Terrace, Dundee, or such other Accountants as the partners may from time to time agree. Copies of the audited Balance Sheet and Accounts shall be furnished to each partner as soon as practicable and the principal copy thereof shall be submitted for signature by each of the partners and, when so signed shall be conclusive. If the Balance Sheet and Accounts are not signed by any partner within a period of three months after being submitted to him they shall be deemed to have been approved by such partner unless written objections to them have been stated by him within the said period. Failing agreement among the partners such objections shall be disposed of by an independent accountant to be mutually agreed by the partners or in the absence of such agreement, to be nominated by the arbiter aftermentioned; the accountants shall have power to employ any professional services which he may deem necessary for determination of the dispute. The decision of such independent accountants shall be conclusive and they shall have power to sign the Balance Sheet and Accounts with any amendments they shall consider proper. The Balance Sheet and Accounts may be challenged within three months after signature by the partners or independent accountant or arbiter as the case may be, on the ground of any palpable error or omission but subject to the rectification thereof shall remain final and binding on all concerned. In any Balance Sheet no sums shall be placed on the value of goodwill.
SIX Each of the partners shall be entitled to sign the firm name but only in connection with the business of the partnership. All correspondence, documents and writings in any way relating to the business of the partnership so far as possible be given or taken in name of the partnership. The partnership will maintain a bank account or accounts in the name of the firm into which all sums received from the business shall be paid or credited. Cheques drawn on the bank account may be signed by any partner in the firm name but no cheques shall be drawn except in settlement of the debts or obligations of the partnership or payments to partners authorised hereunder or specially authorised by all the partners.
SEVEN Each partner shall devote his whole time and attention to the business of the partnership and shall not without the consent of the partners engage in any other business or apply for, or allow himself to be nominated for or elected to any position which would prevent him from devoting his whole time and attention to the business of the partnership.
EIGHT A pension and life assurance scheme shall be established for the benefit of the First Party and their dependants. The second party shall effect and maintain at his own expense policies of life assurance and pension, family income benefit and permanent sickness benefit in terms to be approved by the partnership, and shall make contributions thereto annually in an amount not less than THIRTEEN AND A HALF PERCENT (13.5%) of his salary and/or share of profits for the accounting year then current. Each partner shall if required satisfy the auditors of the partnership accounts that his obligations under this Clause have been fulfilled.
NINE Where any decision is required to be taken or any act authorised by or in relation to the partnership such decision shall be taken or such act shall be authorised, in default of unanimous agreement of the partners by a majority of the partners and in ascertaining such majority the partners’ votes shall carry weight in proportion to the size of their respective shares for the time being of the partners and the profits of the partnership.